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End User License Agreement (EULA)

 

Last Updated: April 27, 2017

 

Welcome to BaySearch, a browser’s new-tab entertainment extension (the “Product”), and website available to you at http://www.baysearch.co/index.html (the “Site”). The Product, Site and any related services, features, tools, content, technology and offers will be referred to as the “Services”, and provided to you by First Offer Ltd. (the “Company”, “we” or “us”).

 

The Services are designed to provide you with an easy, accessible and fun way to easily watch movies and TV shows online, and providing quick links to reviews, trailers and entertainment content.

 

1.   Your Consent. By accessing the Site, downloading, installing the Product and/or otherwise using the Services or any portion of them, you acknowledge that you read the terms and conditions of this End User License Agreement (“EULA”), and the Privacy Policy (available at: http://www.baysearch.co/privacypolicy.html, and incorporated by reference to this EULA), (together, the “Agreement”)), and fully consented to them, and to be legally bound in this Agreement with the Company. You further agree to comply with all applicable laws and regulations regarding the use of the Services.

Please be informed that we may edit, change and/or update the Services or this Agreement at any time so we recommend you to periodically re-visit this page. We will provide notice of substantial changes of this Agreement via the homepage of the Site or otherwise via the Services in a manner that will be visible and/or accessible for you. Such substantial changes will take effect seven (7) days after such notice was posted on the Site. All other changes to this Agreement will be effective as of the stated “Last Updated” date under the title. Your continued use, access and/or engagement with the Services or other methods of communication will constitute acceptance of, and agreement to be bound by those changes.

2.   Eligibility. By using the Services, you represents that you are not a minor in your country of residency or the country from which you access to the Services. You also represent that you are legally eligible and authorized to use the Services.

3.   License. Subject to your compliance with the terms and conditions of the Agreement, we, and our applicable licensors grant you a limited, fully revocable, non-exclusive, non-transferable, non-assignable, non-sub-licensable license to personally install the Product, access the Site, and respectively use the Services and related content solely for the purposes agreed under this Agreement (the “License”). The Services are Licensed for your use and are not sold to you. Any right that was not explicitly provided to you under the License is reserved by us and/or our licensors.

Except as otherwise provided, you are strictly restricted from copy, publish, resell, sell, transfer, transmit, duplicate, cache, decompile, reverse engineer or otherwise gain unauthorized to the Services.

4.   Restrictions of use. You hereby represent that you will use the Services in compliance with all applicable laws and regulation, and solely for the purposes and uses granted under the License.


Except as expressly provided in Section 3 (License), User may not, nor may he enable anyone else to, directly or indirectly: (i) use or display the Services together with material that is pornographic, racist, vulgar, obscene, defamatory, libelous, abusive, promoting hatred, discriminating; (ii) commercially distribute, rent, lease, market, sublicense, resell or otherwise transfer the Services or any portion thereof; (iii) copy or modify decompile, disassemble, create any derivative works or reverse engineer the Services or any portion thereof, including in cases it is made available with any other software, product or program; (iv) remove any identification, including copyright, trademark, patent or other notices, contained in or in connection with the Services (or any part thereof); or (v) use the Company's name, the Product’s brand name, logos or trademarks without its prior written consent; or (vi) use any automated devices, such as spiders, robots or data mining techniques, to catalog, download, store, reproduce, or distribute content available via the Services, or to manipulate the Licensed Application in any manner not consistent with its or their intended purpose(s); (vii) Access to data not intended for the you, such as logging into a server or an account which you have no authorization to access; (viii) Tampering or interfering with the proper functioning of the Services or the Site or any portion of which.

 

For avoidance of any doubt, Company reserves all rights not expressly granted in this Agreement, and disclaims any implied license, including implied licenses to copyrighted materials, trademarks or patents. At any time, the Company, at its sole discretion may terminate User’s ability to use the Services or any portion thereof (including content or services provided therein).

 

5.   Third party licensors and/or links. The Services embed and incorporate tools, features, links and other content provided by 3rd parties, and include the following types (each, or collectively “Third Party Services”):

5.1.   Content, Links and Features

Some of the features are available by 3rd parties as follows:

·         Links: the Services include shortcuts to your most used and/or recent websites/services. Please be noted that each click or use of such links and/or shortcuts does not necessarily indicate an affiliation with such target sites or endorsement of them by us (or vise-versa).

·         Other Features: Some of the features includes a default New Tab branded with the Product, in which you will have all the features available at one place. Such new tab includes search service licensed by our 3rd party search licensor. For any information about such licensor, please contact us at: privacy@baysearch.co.

5.2.   Services. The Site and Product also include few other 3rd party services that measure analytics and enable the serving of the Services. Such 3rd parties include Google Analytics.


Any and all rights in and to the Third-Party Services, including all copyright, patent trademark, trade secret and other intellectual property rights protected by applicable laws are reserved and remain with such third parties and you hereby agree that such third parties may enforce their rights against you directly.

 

All Third-Party Services and related content are provided by the applicable third party through the Services, are subject to such third party’s terms of use, privacy policies or other conditions concerning such Third Party Services. The Company advises User to thoroughly review such terms, conditions and policies before making any use of any Third-Party Services. An Offer, Merchant or any other name or link of 3rd party does not mean recommendation by the Company or endorsement of (or by) such 3rd party.

 

The User is advised that the Services are subjected to certain technical synchronization intervals, and that during certain periods of time products and/or Services displayed through the Services may not be available through the Third-Party Services.

 

6.   Proprietary rights. You hereby acknowledge that the Services include content which is subject to copyright protection, trade secrets, patents (registered or pending), designs, information, methods, specifications, graphics, text, logos and other proprietary material (collectively, "Intellectual Property"). You shall not, shall not attempt to, and shall not allow any third party, to use, copy, distribute, display, execute publicly, make available to the public, reduce to human readable form, adapt, sublicense, make any commercial use, sell, rent, lend, process, combine with other software, translate, modify, reverse engineer, disassemble or decompile any such content, nor may you create any derivative works or other works that are based upon or derived from the aforementioned content in whole or in part.

7.   Disclaimer of warranty. You hereby expressly acknowledge and agree that any use of the Services (or any part thereof) and any related material, services, products or content are provided to you on an “As Is” and “As available” basis, with no warranty what so ever, and any use you make is under your own choice, risk and responsibility, (including, without limitation, any loss of data or other damage). We, nor our licensors, do not warrant or guarantee that the Services will meet your requirements or that you will find them satisfactory, quality, accurate, timely, secure, uninterrupted or error free. The Company specifically does not warrant or guarantee the accuracy of, and disclaim all liability for any errors or other inaccuracies relating to the content displayed via the Offers or Third Party Services (including, without limitation, the pricing, the appearance, the products and/or services description and attributes etc.). To the maximum extent permitted by applicable law, the Services and any services, product or content provided therein are provided without warranty of any kind, including any express, implied or statutory, including, but not limited to, the implied warranties and/or conditions of merchantability, of satisfactory quality, of fitness for a particular purpose.

 

No oral or written information or advice given by the company or its authorized representative will create a warranty. If the Services, products or content provided therein are defective, your sole and entire remedy is to discontinue accessing and using the Services and Any content provided therein.

 

8.   Limitation of liability. Neither the Company, nor its licensors, affiliates, subsidiaries are under any obligation to correct any errors in the Services or any part thereof. Company has no responsibility or obligation to operate or maintain the Services except to what is required for compatibility and compliance with applicable laws, regulations and platforms policies.

 

In no event will the Company, its officers, directors, employees, agents or distributors or licensors be liable for any consequential, incidental, indirect, special or punitive damages whatsoever (including, without limitation, damages for loss of profits, loss of use, business interruption, loss of information or data, or pecuniary loss), in connection with or arising out of or related to this Agreement, the Services (including the content provided therein therewith or in connection thereto) or the use or inability to use the Services or such content, or the furnishing, performance or use of any other matters hereunder whether based upon contract, tort or any other theory including negligence. To the full extent permitted by applicable laws, in no case will Company’s and/or its licensors’ liability for any damage exceed the greater of five U.S dollars (us$50.00) or the amount of the fees you paid for Services or any portion of them.


Without derogating from the above, no action arising under or relating to this Agreement, regardless of its form, may be brought against the Company or any third party providing content or services through the Services or in connection thereto more than six (6) month after the cause of action has accrued and in any event no later than three (3) months after the termination of this Agreement.

Company may, but under no obligation to, monitor the content or services that may be made available to you via the Services. Company is not responsible for any such content or services and makes no representation or warranty of any kind, either expressed or implied, regarding any such third parties' content including such content's non-infringement of third parties' rights, accuracy, usefulness, safety of use or full compliance with applicable law.

 

9.   Indemnification. You hereby agree to defend, indemnify and hold harmless the Company, its officers, directors, shareholders, employees, sub-contractors, agents, licensors and distributors from and against any claims, losses, debts, obligations, liabilities, costs or expenses (including but not limited to reasonable attorney's fees) arising from or incurred as a result of, related to or are based on (i) Your use of the Services or the content or services provided by third party therein, therewith or in connection thereto; or (ii) violation of this Agreement; or (iii) any damage of any sort, whether direct, indirect, special or consequential, you may cause to any third party which relates to your use of the Services (including your violation of any third party rights).

 

10.   Term and termination. The Agreement shall be effective as of the day you installed the Product and/or used the website. We reserve the right to suspend or completely terminate the services for any reason or for no reason at all, to you specifically (for a breach) or for all users. Any failure to comply with this Agreement or the termination of this Agreement (whichever occurs first) will result in the automatic and immediate termination of the Licenses granted herein.

 

11.   General

11.1.         Waiver: The use of the Services is made solely at the User’s risk and the User hereby waives any and all claims and causes of action against the Company in connection with any loss or damage User may suffer as a result of, or in connection with any of the Software or the Services or content provided therein, therewith or in connection thereto. THE USER SPECIFICALLY WAIVES ANY RIGHT TO RESOLVE ANY DISPUTE ON A CLASS ACTION BASIS OR ON BASES INVOLVING CLAIMS BROUGHT IN A PURPORTED REPRESENTATIVE CAPACITY ON BEHALF OF THE GENERAL PUBLIC OR OTHER PERSONS SIMILARLY SITUATED.

11.2.         Jurisdiction and Governing Law: This Agreement shall be governed by the laws of the State of New York. The competent courts located in Manhattan, New York shall have exclusive jurisdiction to adjudicate any dispute arising out of this Agreement and you hereby consent and submit to the personal and exclusive jurisdiction and venue of, and waive any jurisdictional, venue, or inconvenient forum objections to, such courts.

11.3.         Severability: If any provision shall be considered unlawful, void or otherwise unenforceable, then that provision shall be deemed severable from this Agreement and not affect the validity and enforceability of any other provisions.

11.4.         Entire Agreement: This Agreement, together with the Privacy Policy represent the single and entire Agreement applying to the all Users of the Services, and supersedes any prior representations and negotiations, if any; all other terms which are not expressly incorporated herein or are not included in the Terms are hereby revoked.

 

12.   Contact information. For any clarification or question, with respect to the Terms you are invited to contact the Company by e-mail at contact@baysearch.co or at our website http://www.baysearch.co/contact.html.